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Companies Act 2006 - Final Implementation
On October 1st 2009 the Companies Act 2006 finally came into force in its entirety. When the Act was passed in November 2006 it was at that time the largest single piece of legislation passed in the UK. The final implementation will change many of the elements of limited companies that have become familiar over the years.
The key changes are as follows:
Memorandum of Association – this will no longer be a variable statement of powers and objects. It will now be an unchanging document and simply a statement of subscribers’ details. The articles rather than the memorandum will set out the principles covering the way the company conducts its business.
Company Objects and Activities – the objects and powers of a limited company as stated in the Memorandum of Association will now be treated as part of the Articles and therefore a restriction on the powers of the company.
Issued Capital – the existing form 88(2) is replaced by a new form SH01. The number and nominal value of the shares issued are now stated rather than the names of the persons to whom those shares are issued. It is therefore vitally important that the company minutes all such actions and maintains its own Register of Members.
Removal of 14-day concession – previously if accounts were files at Companies House and then rejected a company was given 14 days to resubmit the correct ones without incurring a later filing penalty. This no longer applies and therefore any accounts that have to be returned for amendment will no longer receive the concession. It is therefore important to submit accounts in plenty of time before the due date. The deadline for companies to file accounts has also reduced from ten months to nine months.
Single alternative inspection location (SAIL) – a company can choose to keep its statutory registers at a SAIL instead of a registered office address.
All of the existing Companies House forms are being replaced with new forms.
Please contact Roger Stone at Chichester or Sarah Evans at Selsey for more information.